Common use of Representations and Warranties of Shareholders Clause in Contracts

Representations and Warranties of Shareholders. Each Shareholder hereby represents, warrants and covenants as follows: (a) Such Shareholder is duly organized or formed, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder has the right, power and authority to enter into this Agreement, to become a Shareholder and to perform its obligations under this Agreement, and this Agreement is a legal, valid and binding obligation of such Shareholder. (c) The execution and delivery of this Agreement does not violate or conflict with the charter, bylaws or formation documents of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder, as to such Shareholder (severally and not jointly), hereby represents, represents and warrants and covenants to Parent as follows: (a) Such Shareholder is duly organized or formedthe record and beneficial owner of, validly existing andand has good and valid title to, if applicablethe Covered Shares, free and clear of Liens other than (i) as created by this Agreement, (ii) pursuant to any restrictions under applicable Law and (iii) subject to any risk of forfeiture with respect to any Shares granted to such Shareholder under an employee benefit plan of the Company. Such Shareholder has sole voting power, sole power of disposition, sole power to demand dissenters rights and sole power to agree to all of the matters set forth in this Agreement, in good standing under each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the laws terms of this Agreement. As of the jurisdiction date hereof, other than the Owned Shares, such Shareholder does not own beneficially or of its formationrecord any Shares or other voting securities of the Company or any interest therein. The Covered Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined herein) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Such Each such Shareholder has the right, full legal power and authority capacity to enter into execute and deliver this Agreement, to become a Shareholder Agreement and to perform its such Shareholder’s obligations under this Agreementhereunder (subject to any required spousal consent or approval as described in Section 6(c)). This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and this Agreement is delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) The Except for the applicable requirements of the Exchange Act or the HSR Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (A) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Shareholder pursuant to, any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets except, in the case of clause (A) or (B), for breaches, violations or defaults that would not, individually or in the aggregate, materially impair the ability of such Shareholder to perform such Shareholder’s obligations hereunder. (d) As of the date of this Agreement, there is no action, suit, investigation, complaint or other proceeding pending or threatened against any such Shareholder that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by such Shareholder of its obligations under this Agreement. (e) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement does not violate or conflict with and the charter, bylaws or formation documents representations and warranties of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for contained herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, as to itself, hereby representsrepresents and warrants to Parent, warrants as of the date of this Agreement and covenants as of the record date for each meeting of shareholders of the Company occurring prior to the Termination Date, as follows: (a) Such Each such Shareholder which is an entity is duly organized or formedorganized, validly existing and, if applicable, and in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder formation and has the right, all requisite power and authority to enter into execute and deliver this Agreement, to become a Shareholder Agreement and to perform its obligations under this Agreement, hereunder; each such Shareholder who is a natural person has full legal power and capacity to execute and deliver this Agreement is and to perform such Shareholder’s obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (b) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (c) The Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement does not violate or conflict with and the charter, bylaws or formation documents representations and warranties of such Shareholder or any agreement, judgment, license, permit, order or other document applicable contained herein. Such Shareholder has had the opportunity to or binding upon such Shareholder or any of its properties; review the Merger Agreement and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement with counsel of his, her or the transactions provided for hereinits own choosing. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder hereby represents, represents and warrants and covenants to Parent as follows: (a) Such Shareholder is duly organized the record or formedbeneficial owner of, validly existing andand has good and valid title to, if applicablethe Owned Shares set forth opposite his or her name on Schedule A hereto, free and clear of Liens other than as created by this Agreement. Each Shareholder has sole or joint (with the other Shareholder) voting power, sole or joint (with the other Shareholder) power of disposition, sole or joint (with the other Shareholder) power to demand appraisal rights and sole or joint (with the other Shareholder) power to agree to all of the matters set forth in this Agreement, as appropriate, in good standing under each case with respect to those Owned Shares set forth opposite his or her name on Schedule A hereto, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the laws terms of this Agreement. As of the jurisdiction date hereof, other than (i) the Owned Shares, (ii) Shares held by any Shareholder as custodian for any child of its formationthe Shareholders, (iii) Shares held by the Shareholders’ children, (iv) Shares held by the Dalin Class Trust, and (v) Shares held by the Company’s Qualified Retirement Plan and Trust and Adoption Agreement, such Shareholder does not own beneficially or of record any Shares or any interest therein. The Owned Shares are not subject to any voting trust agreement or other Contract to which any Shareholder is a party restricting or otherwise relating to the voting or Transfer of the Owned Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Owned Shares, except as contemplated by this Agreement. (b) Such Shareholder is a natural person who has the right, full legal power and authority capacity to enter into execute and deliver this Agreement, to become a Shareholder Agreement and to perform its such Shareholder’s obligations under this Agreementhereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and this Agreement is delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). The Shareholders are married to one another. (c) The Neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (1) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Shareholder pursuant to, any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (2) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets. (d) There is no Proceeding pending against such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against such Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of his obligations under this Agreement. (e) Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement does not violate or conflict with and the charter, bylaws or formation documents representations and warranties of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for contained herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder hereby represents, represents and warrants and covenants to Parent as follows: : (a) Such such Shareholder has beneficial ownership of, and is duly organized entitled to vote in accordance with such Shareholder’s commitments under this Agreement, the number of Company Common Shares set forth opposite his or formedher name on Schedule 1 hereto, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation. and does not own or have any right to acquire any Company Common Shares not listed on Schedule 1; (b) Such such Shareholder has the right, power and authority to enter into this Agreementexecute, to become a Shareholder deliver and to perform its obligations under this Agreement; such execution, delivery and performance will not violate, or require any consent, approval, or notice under any provision of law or result in the breach of any outstanding agreements or instruments to which such Shareholder is a party or is subject; and this Agreement is has been duly executed and delivered by such Shareholder and constitutes a legal, valid and binding obligation agreement of such Shareholder. , enforceable in accordance with its terms; (c) The execution and delivery of this Agreement does not violate or conflict with such Shareholder’s Company Common Shares listed as owned on Schedule 1 hereto are now and, until the charter, bylaws or formation documents of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery termination of this Agreement. , will remain owned by such Shareholder, free and clear of all voting trusts, voting agreements, proxies, liens, claims, liabilities, security interests, marital property rights or any other encumbrances whatsoever (dother than (i) Neither Shareholder nor any pledges for loans entered into in the ordinary course and (ii) rights of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed Parent and encumbrances respecting such Company Common Shares created pursuant to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. Merger Agreement); and (ed) Except for a change other than this Agreement and the Merger Agreement, there are no outstanding options, warrants or rights to purchase or acquire, or agreements related to, such Shareholder’s Company Common Shares. Notwithstanding this representation, no Shareholder shall be prevented by this Agreement from the following transfers of Company Common Shares: (w) transfers by will or by operation of law over (in which case this Agreement shall bind the affected Shareholder has no control transferee); (x) transfers for estate and tax planning purposes, subject in each case to the affected Shareholder transferee agreeing in writing to be bound by the terms of this Agreement; (y) with the prior written consent of Parent (which consent shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrencenot be unreasonably withheld), the foregoing representations and warranties shall remain true and accurate during the term of the Companyfor any sales, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offeringassignments, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration transfers or other qualification relating thereto under the Securities Act and under any applicable state securities laws dispositions necessitated by hardship; or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required (z) as Parent may otherwise agree in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shareswriting.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, as to itself (severally and not jointly), hereby represents, represents and warrants and covenants to the Company as follows: (a) Such Shareholder is the record and beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Liens other than as created by this Agreement. Such Shareholder has sole voting power, sole power of disposition, sole power to demand appraisal or dissenter rights, if any, and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. As of the date hereof, other than the Owned Shares, such Shareholder does not own beneficially or of record any (i) shares of capital stock or voting securities of Parent, (ii) securities of Parent convertible into or exchangeable for shares of capital stock or voting securities of Parent or (iii) options or other rights to acquire from Parent any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of Parent. The Covered Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder is duly organized or formedorganized, validly existing and, if applicable, and in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder formation and has the right, all requisite power and authority to enter into execute and deliver this Agreement, to become a Shareholder Agreement and to perform its obligations under hereunder. The execution, delivery and performance of this Agreement by each such Shareholder, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by such Shareholder and no other actions or proceedings on the part of such Shareholder are necessary to authorize the execution and delivery by such Shareholder of this Agreement, the performance by such Shareholder of its obligations hereunder or the consummation by such Shareholder of the transactions contemplated hereby. This Agreement has been duly and this Agreement is validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) The Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Entity is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof shall (A) conflict with or violate, any provision of the organizational documents of any such Shareholder, (B) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on such property or asset of such Shareholder pursuant to, any Contract to which such Shareholder is a party or by which such Shareholder or any property or asset of such Shareholder is bound or affected or (C) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets except, in the case of clause (B) or (C), for breaches, violations or defaults that would not, individually or in the aggregate, materially impair the ability of such Shareholder to perform its obligations hereunder. (d) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by the Company of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (e) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Merger Agreement or this Agreement based upon arrangements made by or on behalf of the Shareholder. (f) Such Shareholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement does not violate or conflict with and the charter, bylaws or formation documents representations and warranties of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for contained herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each of the Shareholders jointly and severally represents and warrants to the Company as of the date and time of the Closing, that: a. Each Shareholder is the owner, beneficially and of record, of those Empire Shares, Advantage Shares and Investment Advisors Shares being exchanged hereby representsfree and clear of any claims, liens, options, charges, security interests, or encumbrances of any nature (collectively, "Liens"). b. Upon delivery of all of the Empire Shares, Advantage Shares and Investment Advisors Shares, the Company shall acquire good and marketable title to such shares, free and clear of all Liens, and shall be the holder of 100% of the issued and outstanding capital stock of Empire, Advantage and Investment Advisors. c. There are no options, warrants and covenants as follows: (a) Such Shareholder is duly organized or formed, validly existing and, if applicable, in good standing under the laws rights to acquire any of the jurisdiction of its formationshares or any interest in Empire, Advantage or Investment Advisors, and no claim by any person to any such rights. (b) Such d. Each Shareholder has the right, full power and authority to enter into contribute his portion of Empire Shares, Advantage Shares or Investment Advisors Shares to the Company and to consummate the transactions contemplated by this Agreement, . This Agreement and any other documents or agreements related to become a Shareholder and to perform its obligations under this Agreement, and this Agreement is a legal, and executed by either Shareholder constitute the valid and binding obligation obligations of such each Shareholder. (c) The , enforceable against the Shareholder in accordance with their respective terms. Neither the execution and delivery of this Agreement does not violate or conflict with the charterexecution of any other documents or Agreements related to this Agreement, bylaws or formation documents nor the consummation of the transactions contemplated by this Agreement violates any agreement to which such Shareholder is a party or by which the Shareholder is bound, or violates any agreementlaw, judgmentorder, license, permit, order decree or other document judgment applicable to such Shareholder. No authorization, approval or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order consent of any court or government authority or third third-party is required for lawful execution, delivery and performance of this Agreement by each Shareholder. e. Each Shareholder acknowledges that he is fully familiar with respect the business, finances and operations of the Company. Each Shareholder further acknowledges that the shares of the Common Stock being issued to such each Shareholder pursuant to this Agreement are being issued without registration under the Securities Act of 1933, as amended (the "Act"). The shares of the Common Stock may only be resold if registered under the Act or pursuant to an exemption from the registration provisions. Each Shareholder represents and warrants that he is acquiring the shares of Common Stock for his own account for investment and that the shares are not being required for resale in connection with any distribution within the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term meaning of the Company, and such Act. Each Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) acknowledges that the Shares certificates representing the shares of Common Stock will bear a restrictive legend substantially as follows: "These shares have not been registered under the Securities Act of 1933, as amended (the "Act"), and may not be offered, sold, assigned, pledged, hypothecated or any state securities laws because disposed of except (i) pursuant to an effective registration statement under the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that delivery by the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under holder of the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms shares to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the counsel for the Company, stating that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any an exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Sharesis available."

Representations and Warranties of Shareholders. Each Shareholder In connection with this Agreement, Shareholders hereby represents, warrants jointly and covenants severally represent and warrant to Agent and the Banks as follows, provided, however, that any representation or warranty contained in this Paragraph 3 made as to a particular Shareholder shall be deemed made in this Agreement only by such Shareholder: (ai) Such NL Industries is the sole shareholder of Kronos and Kronos is the sole shareholder of Borrower, and Shareholders have received and will continue to receive a direct and indirect material benefit from the making of this Agreement, the Loans and the transactions evidenced by and contemplated in the Loan Agreement and the other Loan Documents; this Agreement is given by Shareholders in furtherance of the direct and indirect business interests and corporate purposes of Shareholders, and is necessary to the conduct, promotion and attainment of the business of Shareholders; and the value of the consideration received and to be received by Shareholders pursuant to the Loan Agreement is reasonably worth at least as much as the liability and obligation of Shareholders under this Agreement; (ii) Each Shareholder is a corporation duly organized or formedorganized, validly existing and, if applicable, and in good standing under the laws of the jurisdiction of its formation. (b) Such Shareholder incorporation and has the right, corporate power and authority to enter into this Agreementexecute, to become a Shareholder deliver and to perform its obligations under this Agreement. The execution, delivery and performance by each Shareholder of this Agreement have been duly authorized by all requisite action on the part of each Shareholder and do not and will not violate or conflict with the articles of incorporation or bylaws of either Shareholder or any law, rule or regulation or any order, writ, injunction or decree of any court, governmental authority or arbitrator to which such Shareholder is a legal, valid subject and binding obligation do not and will not result in the creation or imposition of such any Lien upon any of the revenues or assets of either Shareholder. (c) . The execution and delivery of this Agreement does not violate or conflict and the performance of and compliance with the charterterms of this Agreement will not conflict with, bylaws constitute a default (or formation documents an event which with notice or lapse of such Shareholder time or both would constitute a default) under, or result in the breach of, any agreementmaterial contract, judgment, license, permit, order agreement or other document instrument to which any Shareholder is a party or which may be applicable to or binding upon such any Shareholder or any of its properties; assets; (iii) This Agreement, when executed and no consentdelivered by each Shareholder and Borrower, approvalwill constitute the joint and several and valid, authorization legal and binding obligation of each Shareholder enforceable in accordance with its terms, except to the extent that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or order other similar laws affecting the enforcement of any court creditors' rights generally and by principles of equity; (iv) As of the date of this Agreement, and after giving effect to this Agreement and the contingent obligations evidenced by this Agreement, each Shareholder is not, and will not be, insolvent (as such term is used or government authority or third party is defined in all applicable bankruptcy, fraudulent transfer, insolvency, fraudulent conveyance and similar laws), and each Shareholder has and will have assets which, fairly valued, exceed its indebtedness, liabilities and obligations; (v) All corporate acts and conditions required with respect to such Shareholder in connection with be performed and satisfied prior to the execution and delivery of this Agreement., and to constitute this Agreement as the valid, binding and enforceable obligation of each Shareholder in accordance with its terms, except to the extent that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and by principles of equity, have been performed and satisfied in accordance with all applicable laws; (dvi) Neither Each Shareholder nor is familiar with, and has independently reviewed books and records regarding, the financial condition of Borrower and is familiar with the value of any and all Collateral and other collateral and security intended to secure or to be created to secure the Loans; however, each of its Affiliates has employed Shareholders is not relying on such financial condition or retained any brokersuch Collateral, agent collateral or finder in connection with security as an inducement to enter into this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein.; and (evii) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term execution of the CompanyLoan Agreement by Agent and Majority Banks, and such Shareholder shall neither take action nor permit action to be taken which would cause Agent, any of the foregoing representations to become untrue Banks nor any other Person has made any representation, warranty or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act statement to, or promise, covenant or agreement with, any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish order to dispose of the Sharesinduce Shareholders to execute this Agreement.

Representations and Warranties of Shareholders. Each Shareholder hereby representshereby, warrants severally and covenants not jointly, represents and warrants, with respect to himself, herself or itself only, to Parent and Merger Sub as follows: 1.1 As of the date of this Agreement, such Shareholder (ai) is the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act, which meaning will apply for all purposes of this Agreement) of the shares of Company Common Stock set forth opposite such Shareholder’s name on Schedule I to this Agreement (together with any shares of Company Common Stock which such Shareholder may acquire at any time in the future during the term of this Agreement, the “Shares”) and (ii) except as set forth in Schedule I to this Agreement, such Shareholder does not hold or have any beneficial ownership interest in any other shares of Company Common Stock. 1.2 Such Shareholder has the legal capacity or requisite entity power and authority, as the case may be, to execute and deliver this Agreement and to consummate the transactions contemplated hereby. If Shareholder is an entity, it is duly organized or formedorganized, validly existing and, if applicable, and in good standing under the laws of the jurisdiction state of its formation, and has taken all necessary entity action to authorize the execution, delivery and performance of this Agreement. 1.3 This Agreement has been duly executed and delivered by such Shareholder and, assuming this Agreement constitutes a legally valid and binding obligation of Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to (bi) Such Shareholder has laws of general application relating to bankruptcy, insolvency and the right, power and authority to enter into this Agreement, to become a Shareholder and to perform its obligations under this Agreementrelief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. 1.4 If such Shareholder is an individual and the Shares constitute community property or otherwise require spousal approval in order for this Agreement to be a legally valid and binding obligation of such Shareholder, this Agreement has been duly executed and delivered by such Shareholder’s spouse and, assuming this Agreement is a legal, valid and binding obligation of Parent and Merger Sub, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such spouse in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (c) The 1.5 Neither the execution and delivery of this Agreement does not violate nor the consummation by such Shareholder of the transactions contemplated hereby will result in a violation of, or a default under, or conflict with the charterwith, bylaws any contract, trust, commitment, agreement, understanding, arrangement or formation documents restriction of any kind to which such Shareholder is a party or by which such Shareholder or such Shareholder’s assets are bound, except for any agreementsuch violation, default or conflict which would not prevent or delay the performance by such Shareholder of any of its obligations under this Agreement. The consummation by such Shareholder of the transactions contemplated hereby will not (i) violate any provision of any law, order, settlement, judgment, license, permit, order injunction or other document decree applicable to or binding upon such Shareholder, (ii) if such Shareholder is an entity, conflict with or violate such Shareholder’s organizational documents or (iii) require any of its properties; and no consent, approval, authorization or order notice under any law applicable to such Shareholder other than (x) as required under the Exchange Act and the rules and regulations promulgated thereunder and/or (y) where the failure to obtain such consents or approvals or to make such notifications, would not, individually or in the aggregate, prevent or materially delay the performance by such Shareholder of any court of his, her or government authority its obligations under this Agreement. 1.6 The Shares and the certificates, if any, representing the Shares owned beneficially and/or of record by such Shareholder are now, and at all times during the term hereof will be, held by such Shareholder, or third party is required by a nominee or custodian for the benefit of such Shareholder, free and clear of all Encumbrances, claims, proxies, voting trusts or agreements, options, rights (other than community property interests, if any, applicable to an individual Shareholder), understandings or arrangements or any other liens or restrictions whatsoever on title, transfer, or exercise of any rights of a shareholder in respect of such Shares (collectively, “Liens”), except for (i) any such Liens arising hereunder, (ii) any applicable restrictions on transfer under state or federal securities laws, (iii) any rights, agreements, understandings or arrangements that represent solely a financial interest in cash received upon sale of the Shares and (iv) where applicable, that certain Stock Transfer Agreement, dated as of December 4, 2009, between the Company and the ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Family Limited Partnership (collectively, “Permitted Liens”). 1.7 Such Shareholder has full voting power, full power of disposition, full power to issue instructions with respect to the matters set forth herein and full power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares and except for Permitted Liens (none of which will prevent such Shareholder in connection from complying with the execution terms of this Agreement). 1.8 There is no Legal Proceeding pending or, to the knowledge of such Shareholder, threatened against such Shareholder at law or equity before or by any Governmental Body that could reasonably be expected to impair or materially delay the performance by such Shareholder of such Shareholder’s obligations under this Agreement. 1.9 Such Shareholder has received and reviewed a draft of the Merger Agreement. Such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution, delivery and performance of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed 1.10 No broker, investment bank, financial advisor or retained other Person is entitled to any broker’s, agent finder’s, financial adviser’s or finder similar fee or commission in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of the transactions contemplated by this Agreement based upon arrangements made by or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns on behalf of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term Shareholder in such Shareholder’s capacity as a shareholder of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder hereby represents, represents and warrants and covenants as followsto Parent that: (a) Such The Shareholder Beneficially owns the number of shares of Company Common Stock set forth opposite the Shareholder’s name on Exhibit A attached hereto (such shares of Company Common Stock, the “Subject Shares”), free and clear of all Liens. Except for this Agreement and the Merger Agreement, there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which it is a party relating to the pledge, disposition or Voting of such Subject Shares and there are no Voting trusts or Voting agreements with respect to such Subject Shares, in each case that are inconsistent with the Shareholder’s obligations herein. (b) The Shareholder does not Beneficially own any shares of Company Common Stock other than the Shareholder’s Subject Shares and does not have any options, warrants or other rights to acquire any additional shares of capital stock of the Company or any security exercisable for or convertible into shares of capital stock of the Company (“Options”). (c) Except pursuant to this Agreement, the Shareholder has not appointed or granted any proxy, which appointment or grant is still effective with respect to the Subject Shares or any New Shares. (d) If the Shareholder is a corporation, limited liability company, partnership or other form of business entity, it is duly organized or formed, and validly existing and, if applicable, under the laws of its jurisdiction of organization and is duly authorized to do business and is in good standing under the laws of the its jurisdiction of its formationorganization. (be) Such The Shareholder has the right, full power and authority to enter into into, execute and deliver this Agreement, to become a Shareholder Agreement and to perform fully its obligations under this Agreement, hereunder and this Agreement is a has been duly executed and delivered and constitutes the legal, valid and binding obligation of such Shareholderthe Shareholder enforceable against it in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, or by principles governing the availability of equitable remedies). (cf) The execution and delivery of this Agreement does not violate or conflict with Other than filings under the charterExchange Act, bylaws or formation documents of such Shareholder or any agreementno notices, judgment, license, permit, order reports or other document applicable filings are required to be made by the Shareholder with, nor are any consents, registrations, approvals, permits or binding upon such authorizations required to be obtained by the Shareholder or from, any of its properties; and no consentGovernmental Authority, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this AgreementAgreement by the Shareholder. (dg) Neither Shareholder nor any of its Affiliates has employed or retained any brokerThe execution, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account delivery and performance of this Agreement or by the Shareholder does not, and the consummation by it of the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence)contemplated hereby will not, the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that violate, conflict with or constitute a breach of, or a default under, the Shares have not been registered under the Securities Act certificate of formation, articles of organization, operating agreement or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements comparable governing instruments of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offeringShareholder, if any, (ii) that result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, modification or acceleration) (whether after the Company has relied upon giving of notice or the fact that passage of time or both) under any Contract to which the Shares Shareholder is a party or by which any of its assets are to be held by each Shareholder for investmentbound, and (iii) that exemption from registration will not result in the creation of any Lien on any of the assets of the Shareholder or (iv) result in a violation of, under the Securities Act or pursuant to any law, rule, regulation, order, judgment or decree applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring or by which any of its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Sharesassets are bound.

Representations and Warranties of Shareholders. Each Shareholder, severally and not jointly, represents and warrants to Acquirer, as of the date of this Agreement and as of the Closing Date, that (i) this Agreement has been duly authorized, executed and delivered by such Shareholder hereby representsand constitutes the valid and binding agreement of such Shareholder, warrants and covenants as follows: enforceable against such Shareholder in accordance with its terms; (aii) Such such Shareholder is duly organized or formedthe record and beneficial owner (or, validly existing andwith respect to VBI Common Shares held in street name on behalf of such Shareholder, if applicable, in good standing under the laws beneficial (but not record) owner) of the jurisdiction Owned Shares set forth below such Shareholder’s name on the signature page hereto (and any Owned Shares acquired by such Shareholder after the date hereof), with sole, or shared with such Shareholder’s spouse who is also party hereto, voting and dispositive power over such Owned Shares; (iii) such Owned Shares are the only voting securities or interests in VBI owned (beneficially or of record) by such Shareholder; (iv) such Owned Shares are owned by such Shareholder free and clear of all liens, charges, encumbrances, agreements and commitments of every kind, other than those liens, charges, encumbrances, agreements and commitments created by this Agreement or any liens, charges and encumbrances of such Owned Shares existing as of the date hereof as a result of a bona fide financing arrangement with a financial institution (other than a hedge fund) that would not prevent such Shareholder from voting its formation. (b) Such Shareholder has Owned Shares in favor of the right, power and authority to enter into this Agreement, to become a Shareholder and to perform its Merger or otherwise complying with such Shareholder’s obligations under this Agreement, ; and this Agreement is a legal, valid and binding obligation of such Shareholder. (cv) The neither the execution and or delivery of this Agreement does not nor the consummation by such Shareholder of the transactions contemplated hereby will violate any provisions of any Law or conflict with the charterorder, bylaws injunction, decree or formation documents of judgment applicable to such Shareholder or any agreementcontract, judgment, license, permit, order agreement or other document applicable commitment to which such Shareholder is a party or binding upon by which such Shareholder or any of its properties; and no consentsuch Shareholder’s properties or assets (including such Owned Shares) is bound, approvalother than such violations of contracts, authorization agreements or order of any court commitments as would not prevent, impede or government authority or third party is required with respect to delay the performance by such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor his or her obligations hereunder or impose any of its Affiliates has employed liability or retained any broker, agent obligation on VBI or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act Acquirer or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act Subsidiaries or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution Affiliates thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder hereby representsrepresents and warrants, warrants severally and covenants not jointly, to Omnicom as follows: (a) Such such Shareholder is duly organized has full legal right and capacity to execute and deliver this Agreement and to perform his or formed, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formation.her obligations hereunder; (b) Such Shareholder this Agreement has the right, power been duly executed and authority to enter into this Agreement, to become a delivered by such Shareholder and to perform its obligations under this Agreement, and this Agreement is a legal, constitutes the valid and binding obligation agreement of such Shareholder., enforceable against him or her in accordance with its terms, subject to the Bankruptcy and Equity Exception; (c) The none of the execution and delivery of this Agreement does not violate by such Shareholder, the consummation by the Shareholder of the transactions contemplated hereby or compliance by Shareholder with any of the provisions hereof will conflict with with, or result in a breach or violation of, or result in any acceleration of any rights or obligations or the charter, bylaws payment of any penalty under or formation documents the creation of a Lien on the assets of such Shareholder (with or without the giving of notice or the lapse of time or both) under any provision of any trust agreement, judgmentloan or credit agreement, licensenote, permitbond, order mortgage, indenture, lease or other document agreement, instrument or Law applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization such Shareholder’s property or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement.assets; (d) Neither such Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed had the opportunity to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of review this Agreement and the BCA with counsel of his or the transactions provided for herein.her own choosing; (e) Except for a change as of law over the date hereof, such Shareholder owns, beneficially or of record, is entitled to dispose of (or to direct the disposition of) and to vote (or to direct the voting of) the number of Existing Shares set forth opposite his or her name on Annex I; provided, that with respect to any Existing Shares in which the affected property interests have been dismembered, (x) the Shareholder has no control holding the usufruct interest shall have the sole power to vote (or direct the voting of) such Existing Shares with respect to resolutions submitted to an ordinary general meeting and the affected shareholder(s) holding the nue-propriété interest shall have the sole power to vote (or direct the voting of) such Existing Shares with respect to resolutions submitted to an extraordinary general meeting, and (y) the Shareholder holding the usufruct interest and the shareholder holding the nue-propriété interest shall immediately notify have shared power to dispose of (or to direct the other Shareholders when disposition of) the affected Shareholder learns pleine-propriété of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate.Existing Shares; and (f) The undersigned Shareholders understand (i) that the Shares have not been registered except for such transfer restrictions of general applicability as may be provided under the Securities Act or any state securities of 1933, as amended, the “blue sky” laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act various states of the United States, or applicable state securities laws providing for issuance of securities not involving a public offeringunder French or other law, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its owns or will own until the Expiration Date (subject to any Transfers to Permitted Transferees) all of his or her Subject Shares for free and clear of any proxy, voting restriction, adverse claim or other Lien (other than any restrictions created by this Agreement) and has or will have until the Expiration Date (subject to any Transfers to Permitted Transferees), voting power and power of disposition with respect to his or her Subject Shares, with no restrictions on such own Shareholder’s account, for investment and not with a view to the resale rights of voting or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Sharesdisposition pertaining thereto.

Representations and Warranties of Shareholders. Each Shareholder The Shareholder, hereby represents, warrants and covenants to Parent and Merger Sub as follows: (ai) Such the Shareholder is duly organized the owner, or formedotherwise entitled to direct the voting, validly existing and, if applicable, in good standing of the Shares indicated under the Shareholder’s name on the signature page of this Agreement, and such Shares are free and clear of any Liens or adverse claims (except for such Liens arising under securities laws or for such Liens or adverse claims as would not prohibit, limit or otherwise conflict with the Shareholder’s compliance with its obligations pursuant to this Agreement). Without limiting the foregoing, except for proxies and restrictions in favor of Parent pursuant to this Agreement, and except for voting such Shares on the election of the jurisdiction Company's directors, the Shareholder has sole voting and dispositive power with respect to all of its formationthe Shareholder's Shares, with no restrictions on the Shareholder’s sole voting and dispositive power and no Person other than the Shareholder has any right to direct or approve the voting or disposition of any of the Shareholder's Shares. The Shareholder is not subject to any Contract that would in any way preclude, restrict, delay or prevent the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and upon the Effective Time, the Shareholder shall not be subject to any such Contract. The Shareholder does not own any securities of the Company other than the Shares indicated under the Shareholder’s name on the signature page of this Agreement. No private entity which is wholly-owned by the Shareholder owns any securities of the Company nor will any such entity own any securities of the Company as long as this Agreement is in effect. (bA) Such The Shareholder has the right, full power and authority to make, enter into this Agreement, to become a Shareholder and to perform carry out its obligations pursuant to the terms and conditions under this AgreementAgreement and the Proxy, and this Agreement is a legal, valid and binding obligation of such Shareholder. (cB) The the execution and delivery of this Agreement does not violate or the Proxy by the Shareholder do not, and the Shareholder’s performance of its obligations under this Agreement and the Proxy will not: (a) conflict with or violate any order, decree or judgment applicable to the charter, bylaws or formation documents of such Shareholder or to its Shares; or (b) result in any agreementbreach of or constitute a default (with notice or lapse of time, judgmentor both) under, licenseor give to others any rights of termination, permitamendment, order acceleration or other document applicable to cancellation of, or binding upon such Shareholder or result in the creation of any Lien on, any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment Shares pursuant to any Person on account of agreement to which the Shareholder is a party or by which the Shareholder is bound or affected, except in each case as would not prohibit the Shareholder’s compliance with its obligations pursuant to this Agreement or the transactions provided for hereinProxy. (eiii) Except for a change of law over which No proxies or voting instructions relating to the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term Merger have been heretofore given or will be given in respect of the CompanyShareholder's Shares, and such Shareholder shall neither take action nor permit action to be taken which would cause any of other than the foregoing representations to become untrue or inaccurateProxy. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder Shareholder, as to itself (severally and not jointly), hereby represents, represents and warrants and covenants to Parent as follows: (a) As of the date hereof, such Shareholder is the record and/or beneficial owner of, and has good and valid title to, the Covered Shares, free and clear of Liens other than as created by this Agreement. Such Shareholder is duly organized or formedhas sole voting power, validly existing andsole power of disposition, if applicablesole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in good standing each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights, subject to applicable federal securities laws and the terms of this Agreement. The Covered Shares are not subject to any voting trust agreement or other Contract to which such Shareholder is a party restricting or otherwise relating to the voting or Transfer (as defined below) of the Covered Shares. Such Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to any Covered Shares, except as contemplated by this Agreement. (b) Each such Shareholder that is a trust was duly created under the laws of the jurisdiction of state in which it was created, is valid, has not terminated and has not been revoked, and is not supervised by any court. Each Shareholder that is a trust (through its formation. (btrustee) Such Shareholder has the rightfull power, power authority and authority capacity to enter into execute and deliver this Agreement, to become a Shareholder Agreement and to perform its obligations under hereunder. Each Shareholder who is a natural Person has full legal power and capacity to execute and deliver this AgreementAgreement and to perform such Shareholder’s obligations hereunder. The execution, delivery and performance of this Agreement by each Shareholder that is a trust, the performance by such Shareholder of its obligations hereunder and the consummation by such Shareholder of the transactions contemplated hereby have been duly and validly authorized by such Shareholder, and no other actions or proceedings on the part of such Shareholder or the trustee thereof are necessary to authorize the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby. The trustee of each Shareholder that is a trust is the only Person required by such Shareholder’s trust agreement to act on behalf of such Shareholder and is authorized to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). If such Shareholder is married, and any of the Covered Shares of such Shareholder constitute community property or otherwise need spousal or other approval for this Agreement to be legal, valid and binding, this Agreement has been duly and validly executed and delivered by such Shareholder’s spouse and, assuming due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of such Shareholder’s spouse, enforceable against such Shareholder’s spouse in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law). (c) The Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any Governmental Authority is necessary on the part of such Shareholder for the execution, delivery and performance of this Agreement by such Shareholder or the consummation by such Shareholder of the transactions contemplated hereby and (ii) neither the execution, delivery or performance of this Agreement by such Shareholder nor the consummation by such Shareholder of the transactions contemplated hereby nor compliance by such Shareholder with any of the provisions hereof will (A) conflict with or violate, any provision of the trust agreement of any Shareholder that is a trust or (B) violate any order, writ, injunction, decree, statute, rule or regulation applicable to such Shareholder or any of such Shareholder’s properties or assets. (d) There is no action, suit, investigation, complaint or other proceeding pending against any such Shareholder or, to the knowledge of such Shareholder, any other Person or, to the knowledge of such Shareholder, threatened against any Shareholder or any other Person that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by Parent of its rights under this Agreement or the performance by any party of its obligations under this Agreement. (e) Except as provided in the Merger Agreement or the Disclosure Schedules, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by the Merger Agreement or this Agreement based upon arrangements made by or on behalf of the Shareholder. (f) Such Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement does not violate or conflict with and the charter, bylaws or formation documents representations and warranties of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for contained herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder hereby represents, represents and warrants to the Company that the following statements are true and covenants as followscorrect: (ai) Such the shares of Common Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by such Shareholder as of the date hereof as set forth on Exhibit A are owned by such Shareholder free and clear of all claims, liens, pledges, options, charges, security interests, mortgages, deeds of trust, encumbrances or rights of any third party of any nature whatsoever; (ii) in the Exchange, each Shareholder will convey to the Company good title to the shares of Common Stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by such Shareholder as of the date hereof as set forth on Exhibit A attached hereto free and clear of all claims, liens, pledges, options, charges, security interests, mortgages, deeds of trust, encumbrances or rights of any third party of any nature whatsoever; (iii) if such Shareholder is not a natural person, then this Agreement, when executed and delivered by such Shareholder, shall have been duly organized authorized, executed and delivered by and on behalf of such Shareholder, and shall constitute the valid and binding agreement of such Shareholder, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or formed, validly existing and, if applicable, in good standing under the similar laws of the jurisdiction of its formation.affecting creditors’ rights generally; (biv) Such if such Shareholder is not a natural person, then such Shareholder has the right, requisite power and authority to enter into this Agreement, to become a Shareholder Agreement and to perform its obligations under this Agreement, and this Agreement is a legal, valid and binding obligation of such Shareholder.hereunder; (cv) The execution and delivery of this Agreement does not violate or conflict with the charter, bylaws or formation documents of such Shareholder or any agreement, judgment, license, permit, order or other document applicable to or binding upon such Shareholder or any is acquiring the shares of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect Common Stock issuable to such Shareholder upon the Exchange for investment purposes only, for its own account and not with a view to, or for resale in connection with the execution and delivery with, any distribution thereof in violation of this Agreement.applicable securities laws; (dvi) Neither such Shareholder nor any has been advised that the shares of its Affiliates has employed or retained any brokerCommon Stock issuable to such Shareholder upon the Exchange will not be registered under the Securities Act of 1933, agent or finder in connection with this Agreementas amended (“Securities Act”), or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or applicable state securities laws and that such shares must be held indefinitely unless the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (offer and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been sale thereof are subsequently registered under the Securities Act or any state securities laws because an exemption from such registration is available; (vii) such Shareholder (a) has knowledge, skill and experience in financial, business and investment matters, (b) is capable of evaluating the Company is issuing these Shares in reliance merits and risks of the receipt of the shares of Common Stock issuable to such Shareholder upon the exemptions from the registration requirements Exchange, (c) is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investmentAct, and (iiid) that exemption from registration under has the Securities Act or applicable state securities laws would not be available if ability to bear the Shares were acquired by a Shareholder with a view risk of losing such Shareholder’s entire position in shares of Common Stock issuable to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for upon the Exchange; and (viii) such own Shareholder’s account, for investment Shareholder acknowledges and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands agrees that the Company is under no obligation certificates evidencing the shares of Common Stock issuable to register the Shares or to assist such Shareholder upon the Exchange will bear a restrictive legend in complying with any exemption from registration under substantially the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Sharesfollowing form: THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND THEY MAY NOT BE OFFERED FOR SALE OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE ‘GEORGIA SECURITIES ACT OF 1973,’ AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

Representations and Warranties of Shareholders. Each Shareholder The Shareholder, hereby represents, warrants and covenants to Parent and Merger Sub as follows: (ai) Such the Shareholder is duly organized the owner, or formedotherwise entitled to direct the voting, validly existing and, if applicable, in good standing of the Shares indicated under the Shareholder’s name on the signature page of this Agreement, and such Shares are free and clear of any Liens or adverse claims (except for such Liens arising under securities laws or for such Liens or adverse claims as would not prohibit, limit or otherwise conflict with the Shareholder’s compliance with its obligations pursuant to this Agreement). Without limiting the foregoing, except for proxies and restrictions in favor of Parent pursuant to this Agreement, and except for voting such Shares on the election of the jurisdiction Company's directors, the Shareholder has sole voting and dispositive power with respect to all of its formationthe Shareholder's Shares, with no restrictions on the Shareholder’s sole voting and dispositive power and no Person other than the Shareholder has any right to direct or approve the voting or disposition of any of the Shareholder's Shares. The Shareholder is not subject to any Contract that would in any way preclude, restrict, delay or prevent the consummation of the Merger and the other transactions contemplated by the Merger Agreement, and upon the Effective Time, the Shareholder shall not be subject to any such Contract. The Shareholder does not own any securities of the Company other than the Shares indicated under the Shareholder’s name on the signature page of this Agreement. No private entity which is wholly-owned by the Shareholder owns any securities of the Company nor will any such entity own any securities of the Company as long as this Agreement is in effect. To the Shareholder's knowledge, after inquiry, as of November 26, 2013 no private entity controlled but not wholly-owned by the Shareholder (other than private entities controlled by Elron) owned any securities of the Company. (bii) Such (A) The Shareholder has the right, full power and authority to make, enter into this Agreement, to become a Shareholder and to perform carry out its obligations pursuant to the terms and conditions under this AgreementAgreement and the Proxy, and this Agreement is a legal, valid and binding obligation of such Shareholder. (cB) The the execution and delivery of this Agreement does not violate or the Proxy by the Shareholder do not, and the Shareholder’s performance of its obligations under this Agreement and the Proxy will not: (a) conflict with or violate any order, decree or judgment applicable to the charter, bylaws or formation documents of such Shareholder or to its Shares; or (b) result in any agreementbreach of or constitute a default (with notice or lapse of time, judgmentor both) under, licenseor give to others any rights of termination, permitamendment, order acceleration or other document applicable to cancellation of, or binding upon such Shareholder or result in the creation of any Lien on, any of its properties; and no consent, approval, authorization or order of any court or government authority or third party is required with respect to such Shareholder in connection with the execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment Shares pursuant to any Person on account of agreement to which the Shareholder is a party or by which the Shareholder is bound or affected, except in each case as would not prohibit the Shareholder’s compliance with its obligations pursuant to this Agreement or the transactions provided for hereinProxy. (eiii) Except for a change of law over which No proxies or voting instructions relating to the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term Merger have been heretofore given or will be given in respect of the CompanyShareholder's Shares, and such Shareholder shall neither take action nor permit action to be taken which would cause any of other than the foregoing representations to become untrue or inaccurateProxy. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.

Representations and Warranties of Shareholders. Each Shareholder hereby representsShareholder, severally and not jointly, represents and warrants to Parent and covenants Merger Sub as follows: (a) Such Shareholder is has the requisite capacity and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly organized and validly executed and delivered by such Shareholder and constitutes a legal, valid and binding agreement of such Shareholder enforceable against such Shareholder in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or formed, validly existing and, if applicable, in good standing under the laws of the jurisdiction of its formationsimilar Laws affecting creditors’ rights generally or equitable principles relating to enforceability. (b) Such Shareholder has is the rightBeneficial Owner, power free and authority to enter into clear of any Liens (other than those arising under this Agreement and other than Liens against Owned Shares that have been pledged and/or deposited in certain accounts maintained with registered broker-dealers and other nominees as margin loan collateral), of the Owned Shares, which, as of the date of this Agreement, to become a Shareholder and to perform its obligations under are set forth below such Shareholder’s name on the signature pages hereto and, except as provided in this Agreement, has full and unrestricted power to dispose of and vote all of, and has not granted any proxy inconsistent with this Agreement that is a legalstill effective or entered into any voting or similar agreement with respect to, valid and binding obligation of such Shareholder’s Owned Shares. The Owned Shares set forth below such Shareholder’s name on the signature pages hereto constitute all of the capital stock of the Company that are legally and Beneficially Owned by such Shareholder as of the date of this Agreement, and, except for such Shareholder’s Owned Shares and, the Owned Shares owned by the other Shareholders who are parties to this Agreement, such Shareholder and such Shareholder’s Affiliates do not Beneficially Own or have any right to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event or any combination of the foregoing), any Ordinary Shares or any securities convertible into Ordinary Shares (including Company Stock Options). (c) The Except for filings required under the Exchange Act, with respect to such Shareholder’s Beneficial Ownership of Ordinary Shares, none of the execution and delivery of this Agreement does not violate or conflict with by such Shareholder, the charter, bylaws or formation documents of consummation by such Shareholder of the transactions contemplated hereby or compliance by such Shareholder with any of the provisions hereof (i) requires any consent or other permit of, or filing with or notification to, any Governmental Authority or any agreementother person by such Shareholder, judgment(ii) results in a violation or breach of, licenseor constitutes (with or without notice or lapse of time or both) a default (or gives rise to any third party right of termination, permitcancellation, order material modification or other document applicable acceleration) under any of the terms, conditions or provisions of any contract to which such Shareholder is a party or binding upon by which such Shareholder or any of its properties; and no consentsuch Shareholder’s properties or assets (including such Shareholder’s Owned Shares) may be bound, approval, authorization (iii) violates any Order or order of any court or government authority or third party is required with respect Law applicable to such Shareholder or any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares), or (iv) results in a Lien upon any of such Shareholder’s properties or assets (including such Shareholder’s Owned Shares). (d) No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or the Merger Agreement based upon arrangements made by or on behalf of such Shareholder that is or will be payable by Parent, Merger Sub, the Company or any of its Subsidiaries. (e) Each Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Shareholders’ execution and delivery of this Agreement. (d) Neither Shareholder nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein. (e) Except for a change of law over which the affected Shareholder has no control (and the affected Shareholder shall immediately notify the other Shareholders when the affected Shareholder learns of such occurrence), the foregoing representations and warranties shall remain true and accurate during the term of the Company, and such Shareholder shall neither take action nor permit action to be taken which would cause any of the foregoing representations to become untrue or inaccurate. (f) The undersigned Shareholders understand (i) that the Shares have not been registered under the Securities Act or any state securities laws because the Company is issuing these Shares in reliance upon the exemptions from the registration requirements of the Securities Act or applicable state securities laws providing for issuance of securities not involving a public offering, (ii) that the Company has relied upon the fact that the Shares are to be held by each Shareholder for investment, and (iii) that exemption from registration under the Securities Act or applicable state securities laws would not be available if the Shares were acquired by a Shareholder with a view to distribution. Accordingly, each Shareholder hereby confirms to the Company that such Shareholder is acquiring its Shares for such own Shareholder’s account, for investment and not with a view to the resale or distribution thereof. Each Shareholder shall not transfer, sell or offer for sale all or any portion of the Shares unless there is an effective registration or other qualification relating thereto under the Securities Act and under any applicable state securities laws or unless the holder of Shares delivers to the Company an opinion of counsel, satisfactory to the Company, that such registration or other qualification under the Securities Act and applicable state securities laws is not required in connection with such transfer, offer or sale. Each Shareholder understands that the Company is under no obligation to register the Shares or to assist such Shareholder in complying with any exemption from registration under the Securities Act or any state securities laws if such Shareholder should, at a later date, wish to dispose of the Shares.